國際股份有限公司管理條例（中英文對照）（參考文字）
Interpretation
釋義
1 ． In these Regulations
一、在本章程中
' Act ' means the companies Act ;
'法規' ( Act) 指 《 公司法 》 ；
' seal' means the common seal of the company ;
“印鑑”指公司的通常印鑑；
' secretary' means any person appointed to perform the duties of a secretary of the company ;
“書記員” ( secretary ）指任何被指派履行公司書記員職務的人；
expressions referring to writing shall , unless the contrary intention appears , be construed as including references to printing， lithography , photography and other modes of representing or reproducing words in a visible form ;
如無相反旨意，書面表達形式應解釋爲包括鉛印、版印、影印及其他以可見形式呈現或複製文字的模式；
words or expressions contained in these Regulations shall be interpreted in accordance with the provisions of the Interpretation Act , and of the Act as in force at the date at which these Regulations become binding on the company．
本章程所含的單詞和詞組應按 《 法律解釋法 》 以及本章程對公司產生約束力之日有效的 《 公司法 》 的規定予以解釋。
Share capital and variation of rights
股本和權利類別
2 ． Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but Subject to the Act , shares in the company rnay be issued by the directors and any such shares may be issued with such preferred , deferred , or other special rights or such restrictions , whether in regard to dividend , voting， return of capital , or otherwise , as the directors , subject to any ordinary resolution of the company , determine ．
二、根據 《 公司法 》 規定，董事會可發行公司股票，所發行的股票可附有董事會按公司通常決議所決定的有關紅利、投票、資本利潤率，或其他事項的優先、延期，或其他特殊權利或限制，但不得影響已經授予任何現存股票股東的任何特權。
3 ． Subject to the Act , any preference shares may , with the sanction of an ordinary resolution , be issued on the terms that they are , or at the option of the company are liable , to be redeemed ．
三、根據 《 公司法 》 ，經一般決議透過，任何優先股均可發行爲可贖股份，或按公司意願，發行成必須贖回的股份。
4 ． If at any time the share capital 15 divided into different classes of shares , the rights attached to any class ( unless otherwise provided by the terms of issue of the shares of that class ) may , whether or not the company is being wound up , be varied with the consent in writing of the holders of 75 % of the issued shares of that class , or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class ． To every such separate general meeting the provisions of these Regulations relating to general meetings shall mutatis mutandis apply , but so that the necessary quorum shall be two persons at least holding or representing by proxy one 一 third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll．
四、當股份資本分爲不同種類的股票時，每種股票所附帶的權利（除非該種股票的發行條件另有規定），經該種發行股票 75 ％的股民書面認可，或經該種股票股民召開股東特別大會透過決議專門許可，則可以變更。本章程有關股東大會的規定在細節上作必要修改後可適用於此種股東特別大會，但會議法定人數至少必須爲兩人，持有或代表該發行股票三分之一的股份，且任何參加大會的股東或股東代表均可要求進行投票。
5 ． The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall , unless otherwise expressly provided by the terms of issue of the shares of that class , be deemed to be varied by the creation or issue of further shares ranking equally therewith ．
五、股民所擁有的優先股的權利或其他權利，除非股票發行條款另有明文規定，均應視爲可因設立或發行同等股票而作變更。
6 ． The company may exercise the powers of paying commissions conferred by the Act , pro - vided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of 10 % of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 % of that price ( as the case may be ) ． Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other ． The company may also on any issue of shares pay such brokerage as may be lawful ．
六、公司有權按 《 公司法 》 規定支付佣金，但應將支付或同意支付的佣金比率或數額按 《 公司法 》 規定的方式予以披露，且佣金比率不得超過有關股份發行價格的 10 % ，或佣金數額不得超過等同於該發行價格 10 ％的數額（依情況而定）。此種佣金可用現金支付，或用繳清股款或繳清部分股款的股票支付，或部分用現金部分用股票支付。在每次發行股票時，公司也可依法如此支付經紀費。
7 ． Except as required by law , no person shall be recognized by the company as holding any share upon any trust , and the company shall not be bound by or be compelled in any way to recognize ( even when having notice thereof ) any equitable , contingent , future or partial interest in any share or unit of a share or ( except only as by these Regulations or by law otherwise provided ) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder .
七、除非法律另有規定，公司不承認任何人按信託持有任何股份，公司無義務或責任承認（即使作出有關通知）任何股票或股票單位所附的衡平法上的權益，或有權益、未來權益或部分權益（除非本章程或法律另有規定）或與任何股票有關的任何其他權益，註冊股東享有的總體絕對權利除外。
8 . Every person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate under the seal of the company in accordance with the Act but in respect of a share or shares held jointly by several persons the company shall not be bo und to issue more than one certificate , and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders .
八、根據 《 公司法 》 規定，凡註冊登記的股民均有權免費得到蓋有公司印記的股權證，就數人持一股或數股情況而言，公司無義務向所有聯合股東發放卡證，每股只需向其中一個股東發放一張卡證即可‘
Lien 留置權
9 . The company shall have a first and paramount lien on every share ( not being a fully paid share ) for all money ( whether presently payable or not ) called or Payable at a fixed time in respect of that share , and the company shall also have a first and paramount lien on all shares ( other than fully paid shares ) registered in the name of a single person for all money presently payable by him or his estate to the company ; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation . The company`s lien , if any , on a share shall extend to all dividends payable thereon .
九、對所有已經催繳的或在規定時間應繳的股款（不管目前是否應繳）的股份（未繳清股款的股份），公司都享有優先留置權，對所有以個人名義登記的，目前應由他或用他的財產向公司支付股款的所有股份（繳清股款的股份除外），公司也享有優先留置權；但董事會可隨時宣佈任何股份全部或部分不受本章程規定約束。公司對股份享有的留置權，如果有，應當擴大適用到與股份有關的所有紅利上。
10 . The company may sell , in such manner as the directors think fit , any shares on which the company has a lien , but no sale shall be made unless a sum in respect of which the lien exists is presently payable , nor until the expiration of 14 days after a notice in writing， stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable , has been given to the registered holder for the time being of the share , or the person entitled there - to by reason of his death or bankruptcy .
十、公司可按董事會認爲適當的方式出售公司享有留置權的股份，但只有當與留置權有關 的一筆款項到期應付後，或在將要求支付與留置權有關的應付部分款項的書面通知送交註冊股東，或因股東死亡或破產而送交有權接收股份的人 14 天后方可進行出售。
11 . To give effect to any such sale the directors may authorize some person to transfer the shares sold to the purchaser thereof . The purchaser shall be registered as the holder of the shares comprised in any such, transfer , and he shall not be bound to see to the application of the purchase money , nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale .
十一、爲執行此種銷售，董事會可授權某人將所售股份轉讓給買方。買方應登記作爲所轉讓股份的股東，他無義務負責購買資金的使用，他對股份的所有權也不得因銷售程序的不正規或無效而受影響。
12 . The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable , and the residue , if any , shall ( subject to a like lien for sums not presently Payable as existed upon the shares before the Sale ) be paid to the person entitled to the Shares at the date of the sale .
十二、銷售所得應由公司接收，用於支付所屬留置部分現已到期應付的款項，如有剩餘，應當（扣除在出售前同樣屬於留置款項，但目前尚還未到期的款額）交付給在銷售之日股份的持有人。
13 . The directors may from time make calls upon the members in respect of any money unpaid on their Shares ( whether on account of the nominal value of the Shares or by way of pre 而－ um ) and not by the conditions of allotment thereof made payable at fixed times , provided that no call shall exceed 25 % of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call , and each member shall ( subject to receiving at least 14 days ' notice specifying the time or times and place of payment ）pay to the company at the time or times and place so specified the amount called on his shares . A call may be revoked or postponed as the directors may determine .
十三、董事會可隨時向股東催繳股款（不論是就票面價值或是溢價），而不必按股票分配條款規定的期限，只要催繳的款額未超過股票票面價值的 25 % ，或繳款日期超過上次催繳所定支付日期一個月，所有股東必須（但至少得在 14 天前收到通知，說明繳款的時間或地點）在規定的時間和地點向公司繳納所催繳的款額。董事會可以撤銷或延長繳款通知。
14 . A call shall be deemed to have been made at the time when the resolution of the directors authorizing the call was passed and may be required to be paid by installments .
十四、催繳股款通知應被視爲是在董事會透過催繳通知決議時已經發出，且可規定分期支付。
15 . The joint holders of a share Shall be jointly and Severally liable to pay all calls in respect thereof .
十五、一股份的聯合股東可共同或分別支付所催繳的股款。
16 . If a sum called in respect of a share is not paid before or on the day appointed for payment thereof , the person from whom the sum 15 due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 8% per annum as the directors may determine , but the directors shall be at liberty to waive payment of that interest wholly or in part .
十六、如果在規定之日沒有繳清所催繳的某筆股款，應繳股款的人應繳納從規定繳款之日起到事實上繳清款項之時爲止的利息，年利率不得超過本金的 8 % ，數目由董事會決定，但董事會也有權全部或部分免去此種利息。
17 ．Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date , whether on account of the nominal value of the share or by way of premium , shall for the purposes of these Regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable , and in case of non 一payment all the relevant provisions of these Regulations as to payment of interest and expenses , forfeiture , or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified .
十七、凡按股票發行條款規定在分配時或在某一規定日期應繳納的股款，不論是票面價值或溢價，根據本章程規定，均應視爲是發有正式催繳通知，且應在股票發行條款規定的日期予以繳款，倘若不繳，應視正式催繳股款後款項到期支付的情況而適用本章程所有有關利息和各種費用的支付、沒收或其他事項的有關規定。
18 . The directors may, on the issue of shares , differentiate between the holders as to the amount of calls to be paid and the times of payment .
十八、一旦股票發行，董事會便可按所催繳股款的數額和支付時間區分股東。
19 . The directors may , if they think fit , receive from any member willing to advance the same all or any part of the money uncalled and unpaid upon any shares held by him , and upon all or any part of the money 50 advanced may ( until the same would , but for the advance , become payable ) pay interest at such rate not exceeding（ unless the company in general meeting shall otherwise direct ) 8 % per annum as may be agreed upon between the directors and the member paying the sum in advance
十九、只要認爲恰當，董事會可接收股東自願提前繳納的未經催繳的全部或部分股款，且就提前繳納的全部或部分股款支付利息（直到如不提前交付，該股款到期應付爲止），年利率不得超過（公司股東大會另有決議除外） 8 % ，具體可由董事會和股東在提前繳款時協商。
Transfer of Shares
股份轉讓
20 . Subject to these Regulations , any member may transfer all or any of his shares by instrument in writing in any usual or common form or in any other form which the directors may approve . The instrument shall be executed by or on behalf of the transferor and the transferor shall remain the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the register of member ' in respect thereof .
二十、根據本章程規定，任何股東均可轉讓其全部或部分股份，轉讓應經通常或一般形式或董事會同意的其他形式的書面檔案進行。檔案可由轉讓人或其代理人做成，轉讓人對股份的持有權一直維持到轉讓登記註冊且受讓人的姓名被記人股東登記簿爲止。
21 . The instrument of transfer must be left for registration at the registered office of the company together with such fee , not exceeding $ 1 as the directors from time to time may require , accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer , and thereupon the company shall subject to the powers vested in the directors by these Regulations register the transferee as a shareholder and retain the instrument of transfer
二十一、轉讓文書必須交公司登記處登記，同時繳納登記費，登記費不得超過 1 美元，董事會可隨時規定，轉讓時還得帶上有關的股權證和董事會隨時可能合理規定表明轉讓人有權轉讓股權的其他證據，根據這些證據，公司將按董事會根據本章程賦予的權力登記受讓人作爲股東，並將轉讓檔案保留。
22 . The directors may decline to register any transfer of shares , not being fully paid shares to a person of whom they do not approve and may also decline to register any transfer of shares on which the company has a lien .
二十二、董事會可拒絕登記將股份、未完全繳清股款的股份轉讓給其不贊成的人，並可拒絕就公司具有留置權的股份轉讓進行登記。
23 . The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine not exceeding in the whole 30 days in any year
二十三、董事會可隨時決定從某時起暫時中止一段時間登記轉讓，但每年中止轉讓登記的日期總和不得超過 30 天。
Transmission of Shares
股份過戶
24 . In case of the death of a member the survivor or survivors where the deceased was a joint holder , and the legal personal representatives of the deceased where he was a sole holder , shall be the only persons recognized by the company as having any title to his interest in the shares ; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons .
二十四、當一股東死亡，如果死亡股東是個聯合持股人，公司應承認其他聯合股東有權享有股份權益，如果死亡股東爲單獨持股人，則其法定個人代表有權享有股份權益；但不得適用本章程之規定去免除一死亡聯合股東的與他和其他人所持股份相關的財產的任何義務。
25 . Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may , upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided , elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof , but the directors shall , in either case , have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy .
二十五、凡因股東死亡或破產而取得股份所有權的人，一旦出示董事會隨時正當要求出示的證據，可按以下規定，或自己登記作爲股東，或提名讓某人登記作爲受讓人，但這兩種情況，董事會均有權按該股東死亡或破產前轉讓其股份時的情況一樣，拒絕或中止登記。
26 . If the person becoming entitled elects to be registered himself , he shall deliver or send to the company a notice in writing signed by him stating that he 50 elects . If he elects to have another person registered he shall testify his election by executing to that person a transfer of the share ．All the limitations , restrictions , and provisions of these Regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member .
Forfeiture of shares
股份的沒收
27 . If a member fails to pay any call or instal
